Exhibit
4.11


 


DESCRIPTION
OF SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


As
of December 31, 2021, Vislink Technologies, Inc. (the “Company,” “we,” “us” or “our”)
has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
our common stock, par value $0.00001 per share (the “Common Stock).


 


General


 


The
following description of our capital stock and certain provisions of our Certificate of Incorporation and Bylaws are summaries and are
qualified by reference to our Certificate of Incorporation and Bylaws. Copies of these documents can be accessed through hyperlinks to
those documents in the list of exhibits in our Annual Report on Form 10-K for the fiscal year ending December 31, 2021.


 


Our
authorized capital stock consists of 100,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of 
“blank check” preferred stock. As of March 31, 2022, we had [●] shares of common stock outstanding, and no shares of
preferred stock outstanding.


 


Common
Stock


 


Voting
Rights


 


Each
stockholder has one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. A stockholder may vote
in person or by proxy. Elections of directors are determined by a plurality of the votes cast.


 


Because
our stockholders do not have cumulative voting rights, stockholders holding a majority of the voting power of our shares of Common Stock
will be able to elect all of our directors. Our Certificate of Incorporation and Bylaws provides that stockholder actions may be effected
at a duly called meeting of stockholders or pursuant to written consent of the majority of stockholders. A special meeting of stockholders
may be called by the majority of our Board of Directors or by a committee determined by the Board of Directors with power to call such
meetings.


 


Dividend
Rights


 


The
holders of outstanding shares of Common Stock are entitled to receive dividends out of funds legally available at the times and in the
amounts that our Board of Directors may determine, provided that required dividends, if any, on preferred stock have been paid or provided
for. However, to date we have not paid or declared cash distributions or dividends on our common stock and do not currently intend to
pay cash dividends on our common stock in the foreseeable future. We intend to retain all earnings, if and when generated, to finance
our operations. The declaration of cash dividends in the future will be determined by the Board of Directors based upon our earnings,
financial condition, capital requirements and other relevant factors.


 


No
Preemptive or Similar Rights


 


Holders
of our Common Stock do not have preemptive rights, and our Common Stock is not convertible or redeemable.


 


Right
to Receive Liquidation Distributions


 


Upon
our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders and remaining after payment
to holders of preferred stock of the amounts, if any, to which they are entitled, are distributable ratably among the holders of our
common stock subject to any senior class of securities.


 


Anti-Takeover
Provisions


The
authorization of undesignated preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other
rights or preferences that could impede the success of any attempt to change our control.


 


Provisions
such as these, which are intended to make acquisition of control by a third party more difficult, are intended to enhance the likelihood
of continued stability in the composition of our Board of Directors and its policies and to discourage certain types of transactions
that may involve an actual or threatened acquisition of us.


 




    	 



     


    







 


These
provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that
may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our
shares and may have the effect of deterring hostile takeovers or delaying changes in our control or management. As a consequence, these
provisions also may inhibit fluctuations in the market price of our stock that may result from actual or rumored takeover attempts.


 


Our
Certificate of Incorporation and Bylaws 


 


Our
certificate of incorporation and bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes
in control of our company, including the following:


 


	 

     
	●	No
    Cumulative Voting. The Delaware General Corporation Law (“DGCL”) provides that stockholders are denied the right
    to cumulate votes in the election of directors unless the company’s certificate of incorporation provides otherwise. Our amended
    and restated certificate of incorporation does not provide for cumulative voting.
	 	 	 
	 	●	Special
    Meetings of Stockholders and Stockholder Action by Written Consent. Our certificate of incorporation and bylaws provide that
    all stockholder actions must be effected at a duly called meeting of stockholders and eliminate the right of stockholders to act
    by written consent without a meeting. Our bylaws also provide that only our chairman of the board, Chief Executive Officer (or if
    there is no Chief Executive Officer, the President) or the board of directors pursuant to a resolution adopted by a majority of the
    total number of authorized directors may call a special meeting of stockholders.
	 	 	 
	 	●	Advance
    Notice Requirements for Stockholder Proposals. Our bylaws provide that stockholders seeking to present proposals before a
    meeting of stockholders, including the nomination of director candidates, must provide timely advance notice in writing, and specifies
    requirements as to the form and content of a stockholder’s notice.
	 	 	 
	 	●	Amendment
    to Certificate of Incorporation and Bylaws. Our certificate of incorporation and bylaws provide that the stockholders cannot
    amend the provisions described above except by a vote of 66 2/3% or more of our outstanding common stock.


 


These
provisions are intended to enhance the likelihood of continued stability in the composition of our Board and its policies and to discourage
coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers
and to discourage tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from
making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these
provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.
We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent
of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals,
because negotiation of takeover proposals could result in an improvement of their terms.


 


Choice
of Forum 


 


Our
certificate of incorporation provides that the Court of Chancery of the state of Delaware (the “Chancery Court”) is the exclusive
forum for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach
of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s
stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Corporation’s certificate of
incorporation or by-laws or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said
Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.


 


This
exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of
1934 (the “Exchange Act”)or any other claim for which the federal courts have exclusive jurisdiction. To the extent that
any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.


 




    	 



     


    

 


Our
bylaws further provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint
asserting a cause of action arising under the Securities Act, although stockholders cannot waive compliance with the federal securities
laws and the rules and regulations thereunder. The enforceability of similar choice of forum provisions in some other companies’
bylaws have been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice
of forum provisions contained in our bylaws to be inapplicable or unenforceable.


 


Section
203 of the DGCL


 


We
are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any “business combination”
with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder. In
general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates
and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own,
15% or more of the outstanding voting stock of the corporation.


We
are subject to Section 203 with the following exceptions:


 


	 	●	before
    the date that such stockholder became an interested stockholder, the Board of Directors of the corporation approved either the business
    combination or the transaction that resulted in the stockholder becoming an interested stockholder;
	 	 	 
	 	●	upon
    closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned
    at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining
    the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by
    persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to
    determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
	 	 	 
	 	●	on
    or after such date that such stockholder became an interested stockholder, the business combination is approved by the Board of Directors
    and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least
    66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.


 


In
general, Section 203 defines business combination to include the following:


 


	 	●	any
    merger or consolidation involving the corporation and the interested stockholder;
	 	 	 
	 	●	any
    sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
	 	 	 
	 	●	subject
    to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
    to the interested stockholder;
	 	 	 
	 	●	any
    transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series
    of the corporation beneficially owned by the interested stockholder; or
	 	 	 
	 	●	guarantees,
    pledges or other financial benefits provided by or through the corporation.


 


Transfer
Agent, Warrant Agent and Registrars


 


Our
transfer agent and registrar for our Common Stock in the United States is Continental Stock Transfer & Trust Company. Our Common
Stock is listed on the Nasdaq Capital Market under the symbol “VISL.”